Common use of Payment Mechanism Clause in Contracts

Payment Mechanism. If the Buyer makes the Election ----------------- pursuant to Section 7.1(a), the Buyer shall pay to the Sellers the amount of the Election Tax Cost by March 15, 1999. The Buyer's determination of the Election Tax Cost shall be final and binding upon the parties to this Agreement unless within thirty (30) days after receipt by the Sellers of the Buyer's computation of the Election Tax Cost the Sellers shall have delivered to the Buyer a notice (an "ETC --- Disagreement Notice") setting forth specific objections to the amount or ------------------- calculations of the Election Tax Cost. If any ETC Disagreement Notice is delivered by the Sellers to the Buyer in a timely manner indicating objections to the amount of the Election Tax Cost, then during a period of ten (10) Business Days following delivery by the Sellers of such ETC Disagreement Notice, the Buyer and the Sellers shall attempt to resolve, in writing, any differences they have with respect to any matter specified in the ETC Disagreement Notice and to agree on the amounts of the calculations made in determining the Election Tax Cost. If at the end of such 10-Business Day period, the Buyer and the Sellers have failed to reach written agreement with respect to any of such matters, then either of the Buyer or the Sellers may submit a demand for resolution as to matters as to which they have failed to reach written agreement to the CPA Firm (in such capacity, the "ETC Accountant"). The -------------- ETC Accountant shall on or prior to the date that is thirty

Payment Mechanism. If the Buyer makes the Election ----------------- pursuant to --- ----------------- Section 7.1(a), the Buyer shall pay to the Sellers the amount of the Election Tax Cost by March 15__, 1999. The Buyer's determination of the Election Tax Cost shall be final and binding upon the parties to this Agreement unless within thirty (30) days after receipt by the Sellers of the Buyer's computation of the Election Tax Cost the Sellers shall have delivered to the Buyer a notice (an "ETC --- Disagreement Notice") setting forth specific ----------------------- objections to the amount or ------------------- calculations of the Election Tax Cost. If any ETC Disagreement Notice is delivered by the Sellers to the Buyer in a timely manner indicating objections to the amount of the Election Tax Cost, then during a period of ten (10) Business Days following delivery by the Sellers of such ETC Disagreement Notice, the Buyer and the Sellers shall attempt to resolve, in writing, any differences they have with respect to any matter specified in the ETC Disagreement Notice and to agree on the amounts of the calculations made in determining the Election Tax Cost. If at the end of such 10-Business Day period, the Buyer and the Sellers have failed to reach written agreement with respect to any of such matters, then either of the Buyer or the Sellers may submit a demand for resolution as to matters as to which they have failed to reach written agreement to the CPA Firm (in such capacity, the "ETC --- Accountant"). The -------------- ETC Accountant shall on or prior to the date that is thirtythirty ---------- (30) days after any information reasonably requested by the ETC Accountant to be provided shall have been received by the ETC Accountant, deliver to the Buyer and the Sellers, a statement stating that the calculations made in determining the Election Tax Cost are correct or setting forth its resolution of any specific items of disagreement and a calculation of any unpaid Election Tax Cost based upon such resolution. The Buyer shall pay any such unpaid Election Tax Cost to the affected Sellers within five (5) Business Days after receipt of the ETC Accountant's statement. All fees and expenses payable to the ETC Accountant incurred in connection with such disagreement shall be borne 50% by the Buyer and 50% by the Sellers and all other expenses incurred in connection therewith shall be borne by the party incurring such expenses.

Payment Mechanism. If the Buyer makes the Election ----------------- pursuant to ----------------- Section 7.1(a), the Buyer shall pay to the Sellers the amount of the Election Tax Cost by March 15, 1999. The Buyer's determination of the Election Tax Cost shall be final and binding upon the parties to this Agreement unless within thirty (30) days after receipt by the Sellers of the Buyer's computation of the Election Tax Cost the Sellers shall have delivered to the Buyer a notice (an "ETC --- Disagreement Notice") setting forth specific objections to the amount or ------------------- ------------------------ calculations of the Election Tax Cost. If any ETC Disagreement Notice is delivered by the Sellers to the Buyer in a timely manner indicating objections to the amount of the Election Tax Cost, then during a period of ten (10) Business Days following delivery by the Sellers of such ETC Disagreement Notice, the Buyer and the Sellers shall attempt to resolve, in writing, any differences they have with respect to any matter specified in the ETC Disagreement Notice and to agree on the amounts of the calculations made in determining the Election Tax Cost. If at the end of such 10-Business Day period, the Buyer and the Sellers have failed to reach written agreement with respect to any of such matters, then either of the Buyer or the Sellers may submit a demand for resolution as to matters as to which they have failed to reach written agreement to the CPA Firm (in such capacity, the "ETC Accountant"). The -------------- ETC Accountant -------------- shall on or prior to the date that is thirtythirty (30) days after any information reasonably requested by the ETC Accountant to be provided shall have been received by the ETC Accountant, deliver to the Buyer and the Sellers, a statement stating that the calculations made in determining the Election Tax Cost are correct or setting forth its resolution of any specific items of disagreement and a calculation of any unpaid Election Tax Cost based upon such resolution. The Buyer shall pay any such unpaid Election Tax Cost to the affected Sellers within five (5) Business Days after receipt of the ETC Accountant's statement. All fees and expenses payable to the ETC Accountant incurred in connection with such disagreement shall be borne 50% by the Buyer and 50% by the Sellers and all other expenses incurred in connection therewith shall be borne by the party incurring such expenses.

Payment Mechanism. If the Buyer makes the Election ----------------- pursuant to ----------------- Section 7.1(a), the Buyer shall pay to the Sellers the amount of the Election Tax Cost by March 15, 1999. The Buyer's determination of the Election Tax Cost shall be final and binding upon the parties to this Agreement unless within thirty (30) days after receipt by the Sellers of the Buyer's computation of the Election Tax Cost the Sellers shall have delivered to the Buyer a notice (an "ETC --- Disagreement Notice") setting forth specific objections to the amount or ------------------- ----------------------- calculations of the Election Tax Cost. If any ETC Disagreement Notice is delivered by the Sellers to the Buyer in a timely manner indicating objections to the amount of the Election Tax Cost, then during a period of ten (10) Business Days following delivery by the Sellers of such ETC Disagreement Notice, the Buyer and the Sellers shall attempt to resolve, in writing, any differences they have with respect to any matter specified in the ETC Disagreement Notice and to agree on the amounts of the calculations made in determining the Election Tax Cost. If at the end of such 10-Business Day period, the Buyer and the Sellers have failed to reach written agreement with respect to any of such matters, then either of the Buyer or the Sellers may submit a demand for resolution as to matters as to which they have failed to reach written agreement to the CPA Firm (in such capacity, the "ETC Accountant"). The ETC -------------- ETC Accountant shall on or prior to the date that is thirtythirty (30) days after any information reasonably requested by the ETC Accountant to be provided shall have been received by the ETC Accountant, deliver to the Buyer and the Sellers, a statement stating that the calculations made in determining the Election Tax Cost are correct or setting forth its resolution of any specific items of disagreement and a calculation of any unpaid Election Tax Cost based upon such resolution. The Buyer shall pay any such unpaid Election Tax Cost to the affected Sellers within five (5) Business Days after receipt of the ETC Accountant's statement. All fees and expenses payable to the ETC Accountant incurred in connection with such disagreement shall be borne 50% by the Buyer and 50% by the Sellers and all other expenses incurred in connection therewith shall be borne by the party incurring such expenses.